


The Maestro and Mister Smith

by mokuyoubi



Series: Maestro 'Verse [1]
Category: Bandom, Panic! at the Disco
Genre: Alternate Universe - Fusion, Brendon is not the oncoming storm, Gen, M/M, Pre-Slash, Spoilers, but only if you know what I'm referencing
Language: English
Status: Completed
Published: 2014-06-19
Updated: 2014-06-19
Packaged: 2018-02-05 07:38:50
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 13,919
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1810534
Author URL: https://archiveofourown.org/users/mokuyoubi/pseuds/mokuyoubi
Summary: <blockquote class="userstuff">
              <p>There are so many versions of how Spencer and Brendon met, but only one of them gets it right.  In which there are insect aliens and antique ticket booths, and all the costume changes in the universe.  Pre-slash</p>
            </blockquote>





	The Maestro and Mister Smith

**Author's Note:**

> This is an au/fusion. If you know the other universe, it will become abundantly clear pretty early on. If you don't, then it doesn't matter. I had to get this out of my head where it's been brewing for some time, and it's finally come together. Also, I wrote this in less than 24 hours and has only just been skimmed for errors, so there are probably a few left. There is a much longer fic I have outlined, to follow.

There were lots of versions of the story of how Brendon and Spencer met. Some of them were more thrilling or romantic, but Vivian preferred her father's version, nonetheless. Every night he asked, but it was out of habit more than anything, because they both knew her answer.

“And what story would you like tonight?” he'd ask.

Vivian would fall back into his lap and he'd catch her, tucking his face into the side of her neck. She'd reach back to touch his hair and say, “Tell me how they met.”

Her father would smile. Even without looking she could see the way the skin creased around his bright blue eyes. Then he'd draw a breath and say, “Once upon a time—”

“A very, very long time ago,” Vivian would interject, and Papa would snicker from where he was watching them in the doorway.

Father would persist, ignoring them both: “Very far from here, an unhappy man was leading a boring, uneventful life...”

*

There was an old fashioned ticket booth by the side of road, tucked into an alley down the block from Spencer's apartment. He caught a glimpse of it from the corner of his eye and did a double-take, but it was still there. If he weren't already running late for Statistics, he would have liked to give it a second look. It was kind of cool, and it looked like someone had just tossed it out with the garbage. 

Class had started 5 minutes ago and he still had another 5 minute walk to get there, and Professor Gilbert counted you as absent if you were more than 15 minutes late. Spencer hurried off, going blind around a corner and running straight into some guy in a worn leather duster that looked about three sizes too big. 

The guy stumbled back, falling on his ass, hair in disarray. There were smudges of what looked like ash on his cheek and forehead, and a tear in his sleeve. Spencer was about to apologise and offer a hand, but the guy hopped back up to his feet, looked behind himself as if he were being chased, and barely glancing at Spencer mumbled, “So sorry, I used to be taller,” then took off.

Spencer shook it off and ran the rest of the way to class, up all three flights of stairs and slipped into a seat in the back under Gilbert's disapproving glare. The clock said he was only 13 minutes late, though, so he was safe. Once he caught his breath and got out his book and notes, Spencer's thoughts drifted back to the ticket booth. 

Spencer thought about it all through Statistics and the Shakespeare class that followed, wondering who would have dumped it there. It must have been some sort of cardboard prop. He could probably get Ryan to help him move it into the apartment. Ryan would dig the campiness of it, and it would distract from all the empty space they couldn't afford to fill with furniture.

After class let out, Spencer had to run by the library to return some DVDs and then he hurried back to the alleyway. Even before he reached it he had a sinking feeling, and sure enough, when he got there, the booth was gone. It wasn't trash day, so someone else must have dragged it off. Spencer was sort of irrationally pissed off by that. Probably some idiots in a frat that would just destroy it at one of their parties. 

Spencer was still in a shitty mood about it when Ryan came home, breathing heavily as he shed like, five hundred scarves. “Did you hear about what happened on campus this morning?”

Spencer just grunted a _no_. 

“Some idiots from the theatre department, doing one of their skits, I guess,” Ryan said. “One of them was dressed up like a giant insect and they were chasing each other around the science buildings yelling about venom and an alien war, or something. I'm kinda sad I missed this one. Jon said the make-up was pretty impressive. Anyway, no one was really bothered by them just running around, but then they crashed one of the chem labs and there was a mini explosion.”

That got Spencer's attention. “Are you fucking serious? How did that happen and I didn't hear about it until now?”

Ryan shrugged. “No one was really hurt. It was just this blinding gold light they all described, and the guy and the insect just disappeared. The inside of the lab was gutted, but somehow everyone walked away.”

Spencer was suddenly reminded of the guy he'd crashed into on his way to class. It hadn't been too far from the science building. “Was it a short guy with dark hair?”

“I didn't see him,” Ryan said, “but according to the story, he was pretty tall, with blond hair. Actually they said he looked a bit old to be a student. Why?”

“No reason,” Spencer said.

Ryan dropped down on the futon next to him, nudging him with a sharp elbow. “What crawled up your ass and died?”

“Nothing, it's stupid, just...” Spencer shook his head. “I can't believe they keep letting those theatre assholes pull that shit. What if someone had gotten hurt?”

“Well Alex said the theatre department doesn't know anything about it, but he's full of shit. But they can't prove anything without finding the guys that were doing it, and so far they aren't having any luck on that end.”

Spencer wondered if maybe whoever took the ticket booth would dump it again. Probably not a lot of people with room to keep it for longer than a few weeks, out of novelty. He could keep an eye out for it near the dumpsters.

“Seriously,” Ryan said, “you feeling okay?”

“No,” Spencer said. Then he shook his head. “I've got a paper to write.” He pushed off the cushion, heading to his room, ignoring the way Ryan was frowning after him. Spencer was the one who worried about Ryan, not the other way around.

The 'desk' Spencer had pieced together was actually a board propped up by stacks of egg cartons. It was piled with open books, loose notes, and empty chip and candy wrappers. He pulled up his chair and opened his laptop, and spent the next 20 minutes staring at a blank word document, cursor blinking unhelpfully. 

He really didn't give a flying fuck about Romeo and Juliet, and certainly didn't fee like writing five pages on which characteristics of the tragedy Shakespeare had used in it. Frankly, Spencer thought it was a tragedy how many people thought it was romantic.

Spencer's gaze was drawn, as it often was, to the paperweight sitting beside his laptop. He frowned, picking it up in his hand. His father had found it for him at a garage sale years ago because he'd been on a fantasy kick and the painting inside it looked like it could be an illustration from the cover of one of his books—a tall, muscular man with blond hair that was caught it the wind, whipping behind him like a banner, with a grim expression on his face, hand clasped around a blaster that fired green light. He was standing in front of some great metal ship and in the background a fantastic city of golden spires was on fire, the orange sky filled with plumes of smoke.

Sometimes, when Spencer held it, and turned it this way and that, the odd shape of it made the image ripple. Made it seem like the image was moving. Only not any more. Someone had knocked it off his desk during Ryan's last party. No one was owning up to it, but Spencer had his suspicions that it had been Alex, and maybe it hadn't been an accident.

The image was mostly unchanged, save the tear in the artwork that now obscured the man's face and most of his form. Beyond that, it seemed different. Maybe warped by the cracks that now stretched over the surface. It looked...duller. Less real. Spencer shook his head and put it back in it's place. He should probably just throw it away, but he was too sentimental. Crack or no, it still looked pretty cool.

Spencer returned his attention to the laptop, and now it was a bit easier. Whatever mood had been hanging over him all day had lifted, and he could concentrate on what he needed to do. So maybe it was a stupid play, but he knew the material and knew how to answer the questions. He didn't think about the ticket booth the rest of the night.

*

Spencer was sitting in Geometry class doodling in the margins of his notes when he heard the noise. It was a whirring, wooshing noise, like something with a big engine that wasn't turning over, or someone winding up a great machine. It was strangely familiar, though he couldn't say why. He glanced out the window and there, across the campus green, on the roof of the registrar's office, was the ticket booth.

A glance around the classroom told him no one else was paying any attention to the booth, though some were muttering about the noise. It died out a moment later and class carried on. Spencer saw the door open, but at this angle he couldn't see who exited. 

Class was almost over anyway, and he was near the back of the class. He shoved his things in his bag, slung it over his shoulder, and hurried out, almost tripping on his chair as he went. He got a few strange looks for that, but the professor didn't pay him any attention.

Outside, Spencer took off at a full run towards the registrar's office. He could still see the ticket box as he crested Robert's Hill, but once he was halfway across the green he couldn't see the roof any longer. Inside the building he went for the elevator, but it only took him to the top floor. A search of the staircase showed it didn't go any higher. There had to be a way up to the roof, for maintenance or something.

Back outside, around the side of the building was a metal fire escape criss-crossing all the way to the top floor, with a rickety ladder extending the rest of the way to the roof. Spencer was out of breath from all the running around and up and down stairs. He paused, hands on hips, panting, and stared up.

There was no good reason he could think of to go hunting after this thing. In fact, there was no sane reason for his behaviour. It was a freakin' prop, probably just another stunt from the theatre department, to stir up more publicity for the spring show. They were always doing weird things—flash mobs and improv all over campus—this was probably something to do with the insect and exploding lab, and Spencer was just falling for it.

Who in their right mind would actually consider climbing up there? Never mind the signs explicitly prohibiting it, the thing didn't look very stable. And what was he going to do once he got up there? It's not like he had any way of bringing it back down, and whoever was up there was probably already gone by now.

Spencer had a nice long internal debate with himself over the whole thing, and without really coming to a conclusion, in fact, without permission of his mind at all, he began to climb. His hands were shaking a little when he reached the ladder and closed around the rungs. He was, inexplicably, nervous. His heart was pounding, blood rushing in his ears. When he pulled himself onto the roof, the booth was sitting there still, looking absurdly out of place. 

As he drew nearer, he realised it wasn't some cardboard cut out. It didn't look much like a theatre prop, either. It was solid and real, like something outside a theatre from the 30s. Spencer circled around it, taking in the details—deep red paint with gold panels, carved tragedy and comedy masks, narrow ivory pillars framing each of the three windows—even the little opening for tickets to be passed through. 

Each of the windows were blocked out by thick black curtains. There was no reason for Spencer to find this particularly curious, but he found himself chewing the inside of his cheek in frustration at not being able to see inside. Around the back, he tried the handle on the door, just to see, but it was locked. He put his shoulder against it, pushing hard, but the thing didn't even budge. It had to weigh several hundred pounds. There was no way anyone could get it up here without a pulley or something. And for what? Spencer had to be about the only person on campus who would be stupid enough to climb all the way up here.

His phone began to ring, startling him from his thoughts. He noticed how close he was to the edge and took a few steps back, around the front of the booth. Above the centre window was a panel that read _Now Playing_ , and it made him angry.

“What?” he snapped at his phone, answering without checking caller ID. Ryan was the only one who ever called him, anyway.

“What are you doing up there?” an unfamiliar voice asked.

Spencer spun on the spot, and didn't see anyone. He went around the building, looking over each edge, but there wasn't a lot of traffic near the building, and all he saw were a few people playing frisbee on the green and maybe a dozen people walking to class. None of them noticed him.

“Who is this?” Spencer asked. He held the phone away from his face and saw Unknown Number.

“I mean, you're a student, right? Shouldn't you be in class?”

“What the hell is it to you?” Spencer said. “Who the hell is this?”

The man made a tsking noise. “No need to get so testy. _You're_ the one trying to break into someone else's property.”

Spencer kept moving around the roof, straining to see further, but there was no one to see. “Somehow I don't think the University would approve of you keeping your 'property' on top of the registrar's office.”

“Oh, I don't know,” the voice drawled, “they're going to owe me when I'm finished, after all.”

“When you're finished with what?” Spencer asked. He felt a tingling sensation on the back of his neck and turned on the spot. Across the green, several buildings down, on top of Stevens Hall, with all the bio and chem labs, there was nothing more than a hint of a figure, tucked into the shadows.

“There you are,” he said, and the figure waved. “Wondered if you were ever going to notice.”

“When you're finished with what?” Spencer repeated.

“Just dealing with a bit of an infestation,” he said.

Spencer rolled his eyes. “So this is about the thing with the bug and the lab yesterday?”

“Heard about that, did you?” He sounded a bit embarrassed.

“I think everyone on campus has heard about it by now,” Spencer said. “And I don't think the University is going to thank you for blowing up part of their building.”

“That was...unintentional,” he said. “And unavoidable.” Now he sounded melancholy.

“How did you get my number?”

“Never mind that,” the man said. “Let's go back to _my_ question. What are you doing up there when you should be in class?”

“Maybe I don't have a class right now,” Spencer challenged.

“Oh, you do. Do you want to know what I think?” He didn't wait for Spencer to answer. “I think you must have been awfully bored to notice her. No one ever notices her. Well. Hardly ever. Well. Only occasionally.”

“Yes, because no one ever gets bored in Geometry,” Spencer said.

“Not if they're doing it properly,” the man said. “But I think it's more than that with you. I noticed it when you ran into me the other day. You saw her then, as well. She distracted you.”

“What are you talking about? Her _who_?” Spencer said.

“ _Crap_ ,” the voice said, with feeling. Across the way Spencer could see him moving deeper into the shadows and there came a sound that echoed through the space between them and over the phone as well, some faint, inhuman screech. “I was enjoying this conversation. Maybe we can pick it up again later.”

“Wait,” Spencer said, but the line was already dead. The screech came again, fainter, and then another, mechanical noise. The people on the green were looking about themselves in confusion.

With one last glance spared for the ticket booth, Spencer ran for the ladder. He scrambled over the side, down the ladder, descending the stairs at full speed. His lungs felt like they were going to burst and his thighs burned, but he made himself run the whole way across campus to Stevens, up six flights of stairs to the roof access. 

It was unlocked, which was strange enough, but there was no one there. He shouldn't be surprised. In the shadows where the man had stood was an abandoned cellphone in a puddle of some strange, yellow-green liquid. Spencer stepped around it gingerly. He couldn't say why, but he knew he shouldn't touch it.

When he looked down, he saw a man emerge from the building, bursting through the doors. He looked left and right and cursed loud enough to be heard 5 stories up. Spencer leaned over and called out, “Hey, you left your phone.”

The man looked up, and it took a second to place him, but then Spencer realised it was the man he'd run into yesterday—his fashion was...different, if not improved, a get up like the ringleader of a circus, complete with red jacket and a top hat. He spared Spencer a smile, tipped his hat, and then he was off, running around the corner of the building and disappearing into a row of frat houses.

It took Spencer about five minutes of following a trail of the goo, leading off to the frat houses, to realise he was smiling, too. For some reason, it felt out of place, but he couldn't help it. 

By the time Spencer lost the trail he'd been over half the campus, beyond the frats to the dining hall, through a half-dozen dorms and ending back at the registrar's, where, to Spencer's dismay, the ticket booth had disappeared from the roof. 

The day was almost gone, just a few licks of purple sunlight left on the edges of the horizon and Spencer had several missed calls and a bunch of texts from Ryan. Funny, he didn't even remember his phone buzzing. Then he realised his phone had been on silent the whole time. He kept it that way in class. So how had it rung when that guy had called him?

“Where the hell have you been?” Ryan asked, when he stumbled into the apartment. 

Spencer's calves and thighs were _killing_ him, and he immediately went for the ibuprofen, swallowing down a couple with an entire glass of water, then refilling it and drinking that one, too. When he saw the pizza Ryan had ordered, he grabbed two slices and said, “Ryan Ross, I could kiss you. I'm starving.”

“You missed the study group for the bio test tomorrow.”

“Oh, shit, sorry,” Spencer mumbled, around a mouthful of pepperoni goodness. He closed his eyes in bliss and just savoured it for a minute. “There was this weirdo on campus, he got my phone number somehow.”

Ryan gave him a wide-eyed, concerned look. “And what, you hooked up with him?”

“Ew, who the fuck do you think I am?” Spencer said. “I'm not the one who sleeps with people without ever bothering to learn their names.”

“Fuck you,” Ryan said, without heat. “Okay, so weirdo called you and made you miss study group why?”

Spencer thought about how to explain, but starting off with how he'd been seeing an antique ticket booth around campus didn't seem the right way to go. “I think it had something to do with that explosion in the lab,” he said. “The insect thing. Like maybe it's an interactive game or something.”

Ryan didn't look like he was buying it. “Well? Did you find anything out about it?”

“No,” Spencer said, and suddenly all the energy that had been powering him through his chase abandoned him. That feeling of adventure now just seemed foolish. He had a fucking test in the morning and he wasn't very good at biology in the first place. Missing study group had been a stupid thing to do.

“Well can you at least answer your damn phone next time,” Ryan said. “I was worried about you. With those girls that went missing last week, and that guy who walked out of class and just disappeared...you fucking scared me, Spence.”

“I'm sorry, it was stupid. I don't know what I was thinking, and _fuck_ , I'm exhausted.”

Ryan kicked his feet off the futon and sat down next to him. “Too bad, mother fucker, because now I'm keeping you up all damn night if I need to, until you have this shit down. We both know your mom would blame me if you failed a class.”

Spencer didn't think that was true at all. His mom was used to him being a mediocre student, and she still wasn't sure why the two of them weren't chasing their dreams of being rock stars. Spencer didn't have any good answer for her on that account. Ryan apparently thought he needed to martyr the both of them in the name of good sense, so probably it would only be Ryan who would be upset, if Spencer failed. And lucky for him, Spencer didn't like to see Ryan upset, more than he usually was.

So Spencer shovelled down the rest of the pizza, wiped his hands on his jeans, and dug out his lab notes. “Okay, let's do this,” he said.

*

Spencer's body was hating him the next day. He wasn't really overweight any more, thanks to all the walking he did all over campus, but he wasn't in shape, either. His muscles were unused to the abuse they'd suffered running all over, up and down flights of stairs, climbing the sides of buildings and all that. Then Ryan had kept him up until 3 in the morning. Most of his classes he'd scheduled later in the day, but all the labs were at 8 am. It just furthered Spencer's belief that the science profs were all evil aliens.

They split a pack of pop-tarts on their way out of the apartment, and met up with Jon and Greta as they were walking down the street. “You had us all freaked out yesterday,” Jon said. “Glad you're alright.”

“Yeah, my phone died and I lost track of time,” Spencer lied.

Alex and Z caught up with them as they were nearing the science building, falling into step on either side of Ryan, not too subtly edging Spencer out. He rolled his eyes and bit his tongue against any snide comments.

“Did you hear,” Z asked. Her cheeks were flushed red in the early morning cool and Ryan looked dazzled by it. “Another missing person. Some guy from the Delta Zetas. They said he went into the bathroom and never came out—but it's on the third floor and there's just one of those old, round windows that no one could fit through.”

Spencer zoned out as they continued to chatter about it. He'd seen some of that green stuff outside the Delta Zeta house yesterday. An uneasy feeling was brewing in his stomach, worse when they turned the corner and there, in between a row of bushes and the back basement entrance to the science building, was the ticket booth.

“You've got to be kidding me,” Spencer said.

The others followed his gaze and none of them seemed particularly surprised or unnerved by it. “Did you guys see this in the alley by our apartment building the other day? Or on top of the registrar's building?”

“Uh, no,” Alex said. Spencer always hated his tone of voice. Like he always had to be antagonistic. Spencer ignored it.

“It's probably some theatre stunt,” Jon said. “Like they do. I could ask Bill if he knows anything about it.”

“Hey,” Spencer called, striding right up to the door and pounding on it with his fist. “Are you _stalking_ me, or something?”

The others were regarding him like he was a crazy, and maybe he _felt_ a little crazy. But then the door opened just enough for the stranger from yesterday to squeeze out, then slam it shut behind him. “You again,” he said, beaming up at Spencer. “I could ask you the same question.”

“What...” Spencer took him in, head to toe, astonished into silence. “What are you wearing?”

The guy spun on the spot, then struck a pose. “Do you like it? I'm trying it out, but I'm not so sure it suits me. You know, nothing rhymes with circus.”

Spencer was stunned into silence, whether by the statement or the outfit, he couldn't say. Yesterday's ringleader getup and the leather coat from before seemed tame in comparison. He was wearing what looked like a fitted band uniform jacket made of gold mesh with darker gold embroidered fabric connecting the rows of shining buttons. Over it was a tailcoat in yet another shade of gold, and he wore two layers of torn, shredded, stained and painted black tights, with brass calf boots.

“Who _are_ you?”

The man's eyes sparkled, and his lips quirked up in a smile that drew attention to his generous mouth. He said, “I'm The Maestro,” and sketched out a little bow.

“The maestro of what?” Spencer demanded. “I meant what's your name?”

“That _is_ my name,” the man said, and pouted.

“Bullshit,” Spencer said.

“Oh, fine,” he said, and waved a dismissive hand. “Though I'm a bit disappointed in you, if you must know. You can call me Jack Smith. And now might I have the pleasure of your name?”

“Spencer. Smith,” he said, pointedly.

“You know,” the man said, brightening again, “you'd think with as common a name as it is, I'd have run into this very situation before, but you are the first. I could probably go with a different one, anyway. I'd hate for anyone to confuse me with that other fellow. But it just seemed right, somehow, Smith. Familiar. How's Brown? That's a common enough name, isn't it?” He looked expectantly at Spencer.

“You're not actually going to tell me, are you?” Spencer said.

“I already did,” he answered.

“You can't honestly expect me to call you Maestro,” Spencer said, eyebrows raising in disbelief.

“I can, if you expect me to answer,” he countered. He gave Spencer a look that could only be described as cheeky. And fuck it all, Spencer felt himself grinning in response.

Ryan cleared his throat. “Spence, we're gonna be late.” Spencer spared them a look to find them all staring with varying degrees of confusion and judgement.

Maestro caught Spencer by the wrist as he turned to join them and said, “You're not going in there?” gesturing towards the science building.

“We have an exam in our biology lab,” Spencer said, looking down at where they touched.

“At eight am?” Maestro said, checking his watch, flabbergasted. “They are _truly_ diabolical.”

Spencer chuckled, “That's what I'm always saying.” He gently tugged at his wrist, but Maestro held tighter, gave a little tug that pulled Spencer closer. 

Maestro was shorter than him by a bit, and was looking up at Spencer's face, his brow furrowed. They were standing a bit close for Spencer's comfort, but he fought the urge to step back. “Do I know you?” he asked.

“I really think I'd remember if we'd met before,” Spencer said, pulling hard enough to extricate himself from Maestro's grip. 

“Hmm,” Maestro agreed, squinting at him. Then he shook his head.

“Spence,” Ryan snapped.

Spencer gave him a dark look, then turned back to Maestro. “Are you still going to be here later?”

“Most likely not,” he said. “But listen, you really shouldn't go in there.” He looked beyond Spencer at the others. “None of you. Ditch it, just for the day.”

“Maybe you misheard the part where we have an exam,” Z said. 

“Listen, that explosion in the lab _wasn't_ an explosion,” Maestro said. “And the guy in the insect costume and make-up _wasn't_ a guy. There wasn't any costume or make-up, just a very angry Loh-kuk-lor.” The middle syllable was a loud clicking noise that startled Spencer into taking a step back.

Just then a strange ringing noise came from inside the ticket booth. The Maestro's eyes darted to the side. “I just. Have to.” He gestured at the door. “Be right back.” Then he disappeared inside again. Spencer could hear a lock clicking in place.

“What the hell?” Jon asked mildly.

“What was he _wearing_?” Ryan asked, and Spencer thought that was rich, given the source.

“Guys,” Greta said, “the test? We've got like three minutes.”

Spencer turned back to the door. He was anxious for reasons different from the upcoming test. Something told him they should wait for the Maestro to return. “Spence, seriously,” Ryan said, “the guy's kind of a freak, and if you fail this you're going to fail the class.”

“Yeah,” Spencer murmured, and then, shaking his head, again and louder. “Yeah, you're right, come on.”

Everyone agreed that the basement of Stevens Hall was stupidly creepy. The way Spencer saw it, there was no excuse for using a basement for classes anyway, but especially one like this. The building was constructed back in the late 50s and though the rest of it had seen some updates since then, the basement had been untouched. 

The floor was poured concrete and the tiled walls were dingy, and for some reason, the lights all had a green tinge. Only a few of the rooms had windows, too, and they were the small, sad basement wells that served to remind you there was an outside world and you were stuck in this creepy, hellish place.

Their bio lab didn't have a window. It had stainless steel tables bolted to the ground and walls covered in chalkboards, all of them permanently covered in a dull white smudge, no matter how often they were cleaned. One of the lights flickered constantly. Spencer was finishing his last required science class, then he was never setting foot in this building again.

“That was the guy?” Ryan whispered at him, when they were at their table. “The one who got your number.”

“Uh, yeah.” Spencer rubbed at the back of his neck and stared straight down at his notes. So what if he only had a minute left, he'd get in every second of studying he could so he didn't have to repeat this course.

“Dude,” Ryan said.

“Stop looking at me like that,” Spencer hissed.

“How do you know how I'm looking at you?”

Spencer let out a frustrated sigh. “Look, I know he's a weirdo.”

“He's hanging out in a ticket booth. I mean, how did he even get it there?” Ryan said, wonderingly.

“ _I know_ ,” Spencer said, because he did.

“But you sort of believe him. What he said about the insect thing?” Ryan said.

“I—” Spencer finally looked up at him. “I don't know,” he said. “Yesterday, I saw this...thing. I don't know, I was so far away, I guess it could have been a costume and I wouldn't have been able to tell the difference. But it was leaving this trail of slime, or something and I can't say why, but I knew that I shouldn't touch it.”

“You sound like you've lost it,” Ryan said, giving him a sympathetic look. “You're probably just stressed from this and the semi-final in statistics next week.”

“I don't think that's it,” Spencer protested.

Professor Deruno chose that moment to come in. Normally her student aid ran lab, but apparently she wanted to be present for the test. “Class,” she greeted, closing the door behind her. She turned the lock, which made Spencer frown. Somewhere, very far away, Spencer thought he heard that strange screeching noise from yesterday.

“Ryan,” he said, reaching out to grab Ryan's hand, “something isn't right.”

Ryan shook him off and looked at him askance. “What are you talking about?”

“I know you came today expecting a midterm,” Deruno continued, putting her bag on the head table, “but I'm afraid we're going to have to speed things up quite a bit.”

“We need to get out of here,” Spencer said to Ryan, urgently, over the sudden murmur going through the class. “Right now.”

“What the hell, Spence?” Ryan said. 

The professor opened her bag and pulled out a long, slender vial. “The bad news is, I think you're all going to fail,” she said, voice rising to be heard over the ever louder chatter in the classroom. “The good news is you won't be alive to worry about it.” She raised the vial over her head, as if to smash it to the ground, and just then, Maestro burst through the door.

“Oh,” he said, drawing back as if surprised. “And I wasn't even looking for you,” he said to Deruno, and laughed. “I guess I'm lucky, now.” He looked down at himself appraisingly.

“Maestro,” Professor Deruno said, drawing out the sibilant.

“You know me?” Maestro said, pleased. “One day like this, and word of me's already gotten around.”

Deruno took a step towards him, something off in the way she moved, her limbs jerking. Maestro fumbled around with his frock coat, producing what looked like a fancy, engraved conductor's baton. Then he flicked it and the end opened, exposing a blue, glowing core.

“Sonic technology doesn't work on us,” Deruno said, and that screeching noise was growing louder.

“No,” Maestro agreed, and pointed the baton at the vial, “but at the right frequency...” He twisted the handle and the baton made a rapid beeping noise, “it will render that concoction of yours inert.”

With an enraged shriek, Deruno threw the vial against the wall. The whole classroom fell silent, but nothing happened. “Well, Maestro,” she said, “I still have my sting.” She advanced on him menacingly and Maestro spun on his heel and ran from the room. Deruno followed.

“What in the hell was that all about?” Alex demanded, in the ensuing silence.

Spencer jumped to his feet. He didn't know what he was doing, or why, but he knew that Maestro had just saved their lives, and the least he could do was try to return the favour. Ryan called out for him, but Spencer was already through the door.

The hallway was disconcertingly empty and silent, the basement a labyrinth of corridors. There was no telling which way they'd gone, no sign at all to follow as there had been yesterday. Given the choice, Spencer always chose left over right. He supposed it liked the idea of doing the opposite of right. Right now, this moment, he went right, without really thinking about it. 

Two rights later, Spencer heard a skittering noise behind him. When he looked, there was nothing, but he had that same prickling sensation on the back of his neck from on the roof yesterday. He walked backwards down the hall peeking through the windows in the doors he passed. All the other classrooms were empty, though he knew without a doubt that there were many other classes schedule at this hour.

As he passed one of the unused offices, the door swung open and a hand grabbed his, jerking him inside. “Spencer!” the Maestro cried, purely pleased, as if he weren't just being chased by some insect creature thing.

“Did you get rid of it?” Spencer asked.

“Not as such,” Maestro said. He rubbed at his neck. “I think I lost it? Or it lost me? Their tunnels can be quite confusing.”

“Their tunnels. You're saying the...the...” Spencer couldn't remember the word Maestro had used before, so he just made a clicking noise. “They made this basement? That there's more than one of them?”

“Oh, a half dozen, at least, I'd wager,” Maestro said. “Probably more. How many science profs have you got at the school?”

“This is all some huge prank, right?” Spencer said.

Maestro pulled a face. “'Fraid not.”

In the hall, that horrible screeching sound came, louder and sharper than before. “I think she's caught our scent, come on.” Maestro laced their fingers together and pulled Spencer with him as he ran from the closet. Dureno was at the end of the hall, but she looked different. Her skin was sagging in spots and drawn too tightly in others, as if it might tear, and though she physically only had two legs, Spencer felt like he could see more, skittering towards them.

Maestro tugged in the opposite direction and Spencer went blindly, fingers sweaty in Maestro's grip. “Where the hell is the exit in this place?”

“Uh, there's just the one,” Spencer said, pointing vaguely behind them. “The elevator and stairs don't come down here.”

“Of course,” Maestro said.

“There are windows in some of the rooms. But I don't know if we could get through one before she catches up.” They'd twisted and turned down a few halls and Spencer couldn't see her any longer, but he could hear her, too close behind.

They rounded another corner, and came face to face with a dead end. “Fuck,” Spencer said. 

Maestro pursed his lips and said, “Indeed.”

Spencer peered through the doors along the wall, all of them dark, save one. The last on the right was dimly lit from the weak sunlight streaming through it's window. “Maestro, this one.” He tried the handle of the door, only to find it locked.

“Move over,” Maestro said, angling him out of the way. He pointed his baton at it and after a second, the handle gave, letting them in. Just outside, Dureno rounded the corner and the Maestro fiddled with the handle a moment longer. “That should give us a minute or two.”

The window was even smaller than Spencer remembered them being. Probably the Maestro could fit through, because he was small and slender, but Spencer wasn't so sure about his chances.

“Come on,” Maestro said, already shoving at one of the tables. Though Spencer knew they were bolted down, he seemed to have no trouble moving it. Spencer joined him, and together they pushed it against the wall beneath the window.

Maestro looked graceful leaping up on top of the table. Spencer, on the other hand, felt as ungainly as a newborn moose. Maestro got a hand under his arm and helped haul him up. Spencer's muscles were never going to be the same. He was pretty sure the pain in his quads was from the muscles _dying_.

“What is that thing?” Spencer asked, when Maestro turned his baton on the window frame and it came unstuck, swinging open.

“Sonic Conductor's Baton,” Maestro said, as if that explained everything. “Now, come on, you first.”

“I'm not going to fit through there,” Spencer said, eyeing the space. It was worse than he thought—the window didn't slid open, it only hinged forward at an angle. “You should go, you know what you're doing, you can stop the thing.”

“Loh-kuk-lor,” Maestro said, patiently.

“Whatever, seriously, my hips are like...” 

Spencer made a gesture with his hands, not even sure what he was trying to convey, but the Maestro just tilted his head to the side and looked at Spencer apprasingly. “I've noticed,” was all he said, tone inscrutable. Spencer felt his cheeks heating. 

Then Maestro scowled. “Honestly, this isn't the time.” He got on one knee, lacing his hands together, and held them out towards Spencer. “Up. Now. That door won't hold against her forever, and if you want to help save your friends, then _come on_.”

Put that way, he seemed sort of stupid to worry about how his size in front of a ridiculously dressed, sort of stupidly hot madman. Spencer put his foot in Maestro's hand, grabbed the window ledge, and hauled himself up as Maestro pushed. It was a tight fit, and Spencer had to do a bit of wriggling, plus he ripped his hoodie on the locking mechanism, but somehow he made it through. He'd barely dragged himself to his feet before Maestro was out, standing beside him.

Spencer's heart was racing again, more from fear and adrenaline than the activity. He kept trying to catch his breath, but his head was spinning. “This is crazy,” he said.

“It's crazy because you're enjoying it,” Maestro said, wiggling his brows. 

There was a screech, and it didn't come from inside the building. Spencer was almost afraid to look over his shoulder, but the expression on Maestro's face told him all he needed to know. “We've got to get to the TARDIS,” he said, and took Spencer's hand again.

“The what?” Spencer asked, as he was tugged along. He looked back then, and there were three of them. 

These ones didn't look remotely human, and he didn't know how anyone could have thought that it was make-up or costumes. They were mostly legs, lots of long, multi-jointed legs, with dull green skin that looked like armour and two glistening, iridescent wings each. But probably the worst part was the sting protruding from each abdomen. It was easily a foot long, coming to a fine, sharp point, and dripping that yellow-green goo. 

“The TARDIS, this way,” Maestro said. The tore around the side of the building, sliding over dew damp grass before Maestro regained his footing and got them going straight again. “My ride,” in this seriously dorky tone of voice that would have lead to much criticising under any other circumstances.

They rounded another corner and almost ran straight into the ticket booth. “This thing?” Spencer demanded, jerking his hand free. Maestro pushed through the door and disappeared into the dark inside. Spencer could hear them calling out behind him. What other option did he have? He followed Maestro, only dimly aware of the door swinging shut behind him on it's own. He was too dumbfounded by what surrounded him.

It had to be some sort of illusion, the way the booth opened up around him, into a huge, cavernous room. The walls glowed a soft blue green, light pulsing in spirals and swirls. From far above, a column descended, supporting the platform in the centre. Spencer took a hesitant step up the walkway on which he stood, suspended over a drop, he couldn't tell how far down, could only barely see the dim lights below.

Maestro was on the platform, dancing around the screens and panels of gears, switches, and blinking buttons that formed around the base of the column. It was all too perfect looking, like something out of a sci-fi film, but with a strange, old fashioned twist. Delicate bronze clockwork and coiled lamps giving off strange yellow light next to glowing LED. Old fashioned chronometer and hygrometer and thermometer set into a mahogany panel alongside a HD screen interpreting their data.

“How—how is this possible?” Spencer asked, taking step after hesitant step, expecting to run into a wall any moment, despite what his eyes told him. He finally reached the platform. It was a delicate, lacy pattern, through which there was a glowing golden light.

Maestro was typing on a keyboard of ivory and gold, and said, “I'll explain sometime when there aren't a dozen angry insects after us. Ah HA!” He tapped one key rapidly, grinning at the screen at eye-level, and made a kissing noise. “Awesome, thank you.”

“What? What is it?” Spencer asked, pressing close to read over his shoulder. It was nothing but a string of strange looking characters to him.

“This!” Maestro said triumphantly, and pulled a level. A drawer shot open, and inside was a vial, not unlike the one Dureno had held. Maestro pulled it out. “She finished studying their venom and found a way to reverse the transformation. I just need to get back into their nest.”

“I think you need to explain just a little bit more, because I'm lost,” Spencer said. “Does this have something to do with those missing people?”

Maestro spared him an approving look. “A lot of missing people. Going back nearly forty years, I'd say. The Loh-kuk-lor landed here when their ship was damaged, but they all came from the same line. They couldn't breed, so they had to find another way to create more of their species. They've been using their venom to transform their victims, just a few a year, but for some reason they've been speeding up this year. Six already, in the first quarter. Four this week!”

“They're transforming people to _breed_ with them?” Spencer said. “This is crazy. Even. Even if I were to believe that aliens are real and some of them have landed on our planet—”

“Many of them,” Maestro interjected, and Spencer glared at him. “Look, you're the one who's been following me around. Why?”

Spencer shook his head. He couldn't explain it, not even to himself, the strange, proprietary feeling he'd had for the ticket booth from the first instant he saw it. Or the urgent need to chase after Maestro yesterday and today, heedless of any hypothetical or very real danger. It had just seemed like the right thing to do, like nothing ever did these days.

Maestro's smile fell a little bit, and he nodded, like he'd been expecting—maybe even dreading that lack of response. “I don't know what they're up to yet. It seems like they were repairing their ship but something happened. But _what_? And why speed up their process? So many people, so quickly.”

“But that can reverse the transformation,” Spencer said, pointing at the vial.

“Only those who haven't transformed completely,” Maestro said grimly. “The ones from the past week, at best.”

“Okay, so how do we get it to them with those things right outside the door?” Spencer asked.

Maestro answered by flipping a switch on the panel beside him, then moving around the circle, twisting knobs and pulling levers, until, at last he grabbed a silver handle and that wheezing, whirring sound started up.

“If they're all after us up there, maybe no one will be keeping guard down here,” Maestro said.

“Down where?” Spencer said.

“See for yourself.” Maestro gestured towards the door.

“But they're out there,” Spencer protested.

“Trust me?” Maestro said, arching a single brow. He really was too good looking, it hardly seemed fair.

“Why should I do that? I barely know you,” Spencer said.

“And again I point out the fact that you came after me just now, barely knowing me, and putting yourself at great risk in the process,” Maestro said.

“Fine,” Spencer said, mostly because he didn't want to have to look at the smug expression on Maestro's face any longer. He strode to the door and only hesitated a few moments before pulling it open.

They were in a cave of some sort, dark and musty smelling. The only light came from what looked to be rocks, but gave off a red glow. “How—where—” he didn't even know how to finish his question. He didn't know what to ask first, where they were or how they'd gotten there, or, once again, what the fuck was happening.

“Pretty much the same place,” Maestro answered, “Just sixty feet down, give or take. Sub-sub-basement. It's where their ship crashed, just as the site was being prepped for Stevens Hall. They built tunnels out from it, but they still nest inside.”

“Oh, Jesus Christ, you actually brought us to their _nest_?”

“I said I was going to,” Maestro shot back.

“Yeah, but if they've been taking a few people a year for DECADES, there's got to be a couple hundred of them by now, at least. And only a few of them were up there. That means all the rest are still down here.”

“Good point,” the Maestro said. He leaned back against his console, arms crossed over his chest, and looked thoughtful. Spencer was unnerved by his inactivity. The cave was silent for the moment, but who knew where the rest of the clucky-things were. They might turn into this hall any second.

“Um, not to rush you, or anything,” Spencer said. Far away there was clicking and screeching, and an electrical hum, “But I really don't feel like being transformed into an insect and breeding with one.”

Maestro flapped his hands at him. “No, no breeding, I promise,” he said. “Come on.”

They emerged together, side by side, making their way slowly down the hall. It was very organic, the way they the tunnels split off, like an ant hill. Spencer was already lost after a few turns, but Maestro held out his baton in front of it him and apparently the beeps were telling him which way to go. Spencer could tell they were heading gradually down, and though he felt they should have run into someone by now, there was no sign of life.

“That's strange,” Maestro commented. He stopped dead, running his baton over a tarnished, flickering panel on the wall. “These readings are all wrong.” He shook the baton furiously and pointed it again, and his frown deepened.

“What is it?” Spencer asked. The same as with the panel in the ticket booth, the panel was indecipherable.

“This isn't Loh-kuk-lorian technology,” Maestro said. “It's Silurian.”

“Okay,” Spencer said, expectant.

“The Silurians are in hibernation right now, and even if they weren't, they wouldn't be working with a species as backwards as the Loh-kuk-lorians. No, this isn't right.” Maestro took off running and Spencer followed helplessly.

The further they went, the steeper then floor became, leading them down. The mossy walls gave way to metal, the floor turned into grating. There were dark alcoves in the wall and Maestro went up to a couple of them, placing his hand on a smooth groove that lit up at his touch. Then light flared in the alcove, highlighting two tall, slender humanoid creatures with scales for skin and three giant, solid black eyes—two in the normal spot, and one in the centre of the forehead.

Spencer gasped and stumbled backwards. “They're asleep,” Maestro murmured. “They're the Silurians.”

“But I thought you said we were in the Loh-click-thing-ship.”

Maestro shot him an amused look over his shoulder. “Loh- _kuk_ -lor,” he drew out. “They were digging, searching for an energy source, and they found the Silurians.” He tapped a finger against his lips. “With Silurian technology they could have fixed their ship easily, so why didn't they?”

“You said they were taking people more quickly,” Spencer said. “Maybe they need more to pilot their ship.”

“Good thought,” Maestro said, “but no. No, it's something else.”

Spencer looked around, taking in the seemingly endless rows of darkened alcoves. All, presumably, held the sleeping Silurians. “These Silurians...what are they doing here? Did they crash land, too? Are they going to try to hurt us?”

“This is their home,” Maestro said. “They were here long before you lot evolved into your current form. And they're a generally peaceful bunch.” He made a face. “Generally.”

“Us lot?” Spencer said. “You mean—”

“The Silurians evolved from Earth lizards, just the way you evolved from Earth apes, but they evolved more quickly, were greater advanced than your ancestors. The height of their empire was during a time of great ecological change on Earth. There were many natural disasters on a scale you can't imagine. And then then meteor came. They knew there was no way of avoiding it or diverting it, so they went deep underground and put themselves in hibernation.”

“Okay. There is so much wrong with what you said that I don't even know where to begin,” Spencer said, “but let's assume I believe you. How come there's no evidence of some lizard people that used to live on Earth hundreds of thousands of years ago?”

“Uh,” Maestro said, and lifted his arms, waving his baton around as if actually conducting. “We're _standing_ in it, Spencer. And it's been far longer than a hundred thousand years. Try millions. The Earth's plates have shifted, tearing apart their cities, natural disasters and erosion took care of the rest.”

Spencer put his hands on his hips, cocked to the side. “If they've been hibernating for millions of years, how do you know all of this.”

“Records in the TARDIS. They're all connected, in a manner of speaking. The records from one can be accessed by others, if you're clever about it.” Maestro tugged at his jacket collar, straightening, and said, “And I'm pretty clever.”

“Mmm,” Spencer said, non-committally.

“The records show that a group of Silurians were encountered under Wales, in the year 2020, and another in the London Underground in the 1880s. That is the source of the information.”

“It's only 2014,” Spencer said.

“Time and Relative Dimensions in Space,” Maestro said.

“Excuse me?”

“Time and Relative Dimensions in Space. TARDIS. She brought us here, and even if you're avoiding thinking about it too much, you must realise what it means that we appeared underground in a matter of seconds, seemingly without moving. She can take us anywhere in space _and_ time.”

Spencer nodded, and once he started, he couldn't seem to stop. This was all just too ridiculous. He had to be hallucinating, or maybe dreaming. Maestro was regarding him with a crooked half-smile that denoted pity and concern. 

“It might take some time to process. I haven't had a lot of experience with this companion thing. Maybe it was too much too soon. I thought, because you were following me, that you were ready to accept it, but...I don't know.” Maestro stopped, and bit his lip.

“No,” Spencer said, and rolled back his shoulders. On the off chance that this was all real, _somehow_ , there were people trapped down here, and more in trouble above, including Ryan and Greta, and Jon. And even Alex and Z who maybe he wasn't crazy about, but who didn't deserve whatever the Loh-kuk-lor were planning. “I'm fine. Let's just find those missing people and get the hell out of here, and then we're going to have a long talk.”

Maestro looked pleased by this. “I hope so,” he said. 

They wandered down the hall, which revealed itself to be a wide, meandering circle the further they went. Eventually it began to open into rooms—what looked to be a laboratory, a meeting hall, and offices. Then they reached the place the baton had been leading them. 

This place was dark, like the first cave they'd encountered and the alcoves here looked like gigantic, semi-translucent cocoons. Through the thick shell, Spencer could just see the outline of human forms. 

“ _That's_ how they've been doing it,” Maestro said, standing at a computer screen. “I knew the Loh-kuk-lor didn't have this sort of technology. They've been studying how the Silurians have weaponised their DNA.”

“Weaponised DNA, right,” Spencer muttered to himself.

“Oh,” Maestro said, then louder, with realisation, “OH! Oh.”

“Are you going to share with the class?” Spencer asked. He crossed his arms, drawing into the centre of the room. Seeing those people in the creepy shells was making him anxious again.

“They aren't trying to fix their ship any longer because they don't want to go home any longer,” Maestro explained. 

“Here.” He turned and tossed the vial towards Spencer, who only managed to catch it from sheer, dumb luck, uncrossing his arms and fumbling a bit before closing his fingers around it. “You need to hook it up to that interface there.” 

He'd gestured to a round port that looked distressingly like the mouth of some many toothed sea creature. Spencer pushed the vial inside, the seal giving as it slid into place, then jerked his hand back, just to be safe. Immediately the liquid was sucked in and began flowing through tubes running from the panel to each of the alcoves.

“Why don't they want to go home any more?” Spencer asked.

“Because,” Maestro said, and he looked far too pleased for what followed, “they plan on making Earth their new home, using the Silurian technology to weed out humans who are a poor match, and transforming the rest. With the superior weaponry they've found down here, they could put down any human resistance, even with such small numbers.”

“Great,” Spencer said, throwing his hands up in the air. “So what the hell are we supposed to do about it?”

Maestro make a tsking sound. “Am I the only one who can come up with ideas around here? It's _your_ planet.”

Spencer frowned at him, but his mind was already racing, going over everything Maestro had told him so far. “You said the Silurians wouldn't be working with the Loh-kuk-lor. That they were too primitive.”

“Yes,” Maestro said, a slow grin twisting his lips. “I like the way you think, Spencer Smith. I might just have to keep you around.” 

“Uh,” Spencer said, but Maestro wasn't paying him any attention, already typing furiously, gaze fixed on the computer screen.

Around them, the cocoons were starting to pulse, as the last of the fluid from the vial emptied. The skin of the shell was becoming more and more transparent. Inside Spencer could see the more and more details, recognising the girls from their missing posters. They were all naked, curled up on themselves like an embryo.

“If this works, we're going to just have a different set of problems on our hands. I suppose I'm going to have to contact UNIT.” He said it with a sort of resigned petulance that inexplicably made Spencer think of a child being forced to eat their vegetables. “Do you have your phone on you?”

Spencer fished in his pocket. “It's not going to have any service down here,” he said, passing it over.

Maestro shot him an amused look. “You have so much to learn,” he said. He adjusted the handle of his baton and pointed it at the side of Spencer's phone. Spencer, watching over his shoulder, saw the reception go from nothing to 8 bars.

“There are only four bars,” he said, just staring.

Maestro ignored him, doing something else with his baton, and the phone began calling out. Maestro held it to his ear, looking quite put out. Apparently someone had answered, because he said, “Never mind how I got the number,” and Spencer felt a brief, strong moment of camaraderie for the person on the other end of the line.

He was distracted from listening in by a cough behind him. One of the girls, Melissa Strong, Spencer recalled reading, was vomiting, and it looked an awful lot like the yellow-green goo from the Loh-kuk-lor's sting. Spencer went to her, just as the last of the cocoon was melting away and she swayed. “Hey, it's okay,” he said, catching her around the waist.

Melissa blinked open her eyes and closed them again with a whimper. Spencer wiped at her eyes with the sleeve of his hoodie, cleaning away the clear goo. “The monsters,” she croaked. “There were these...”

“I know,” Spencer said. “It's okay now, we're here to get you.”

“Is Katie here? I saw them grab her, and I tried to stop them.”

“She's here,” Spencer said, glancing at the next alcove, still melting away. He didn't have enough clothing to give all the naked people in the room, but he could at least try. He shrugged out of his hoodie and helped her zip it up. “She'll be waking up any second.” He helped her down from the alcove platform and into one of the chairs by the panel of computers.

Maestro was still on the phone. “No, I'm _not_ associated with him,” he was saying, “but I think the situation could use your attention all the same.” He paused. “Unless you have a better solution, in which case I'm all ears.” A longer pause, and Spencer could hear a woman with a British accent shouting, but not exactly what she was saying. Maestro made a face and held the phone further from his ear, cutting in. “As I thought. I'll be waking the Silurians shortly. I'd suggest you get your people here within the hour to deal with the situation.” He pressed the end button without waiting for a response.

“Melissa's awake, and I think the frat guy is almost out, too,” Spencer said. 

“We need to speed up the process a bit, I think.” Maestro strode over to Katie's pod and reached into the cocoon, splitting it open. The goo inside spilled out, and she began to cough up the venom, too. Following his lead, Spencer went to the nearest guy, Kevin, Spencer thought, and did the same. The guy fell onto the floor, catching himself with his hands and coughing up onto the floor.

“Sorry,” Spencer said. He patted Kevin's back awkwardly. “Are you okay?” 

Kevin nodded, and spat to the side. “I think I'm naked.”

Spencer laughed, because it was all too absurd, how could he not. “There should be something in those cabinets,” Maestro called out, indicating the row of doors behind the alcoves. He'd already given his tailcoat to the frat guy, which was sort of hilarious stretched over his broad shoulders, and his band jacket to Katie, leaving him in a plain white under shirt, damp with sweat. “Silurians are roughly the same build, they should fit.”

Once they'd all donned the ugly yellow pants Spencer found in the cabinets, Maestro went by them, one by one, running his baton over their bodies. “It looks as though there's no lasting damage,” he said, when he'd finished. “How do you feel?”

“Like we were kidnapped by alien insect creatures who wanted to mate with us,” Katie said blandly. Frat guy cringed.

“They told you that?” Maestro looked intrigued.

“They didn't tell us,” Kevin said. “They didn't speak. It was that stuff, the poison. It was spreading through me, and suddenly I knew who they were and what they wanted.” Spencer shuddered at the notion, imagining what it must have been like to know that was going to happen, and being helpless to it.

“Fascinating,” Maestro said. “But there's no time now. I've started the process to wake the Silurians. They'll be coming out of stasis within the half-hour, and they aren't going to be pleased with anyone in their midst, human or insect.”

The six of them began the way back, and there was no way to be inconspicuous or sneaky when there were six of you, four half-naked, shivering, and covered in goop. Spencer was all too aware of each dark alcove they passed, knowing the occupants would soon be stirring.

“I thought you said the Silurians were peaceful,” Spencer said. Maestro had slowed his pace so the others could keep up, and since Spencer had a longer stride, he could walk beside him for once, without having to run.

“For the most part, they are,” Maestro agreed. “But they are still the original occupants of this planet, and whenever stirred, they tend to...disapprove of what humans have done with it.”

“And those people you called,” Spencer said. “They can take care of it?”

“They have done, in the past,” Maestro said. “Frankly, I'm on the side of the Silurains on this one. You haven't treated the planet very kindly. But there are others who feel quite strongly about the well-being of mankind, and anyway, I don't think you should be _slaves_ , however superior the Silurians may be.”

“Gee, thanks,” Spencer muttered.

Maestro spared him a sidelong look. “I'm speaking of the collective you. Of course there are always outliers in either direction.”

“Well, if you don't think we should be slaves, and you think they're better than us, you can hardly think it's fair if they're forced to stay in hibernation.”

“Spencer.” Maestro sighed. “Very few things in this universe are fair.” He looked so profoundly, tragically sad for a brief second that Spencer wanted to reach out. For what purpose, he couldn't say, and the expression passed quickly. “Their hibernation will end soon enough, and hopefully by then both of you will be ready for it. Right now, you aren't, and so. UNIT.”

It was stupid, but Spencer felt sort of personally responsible for the lack of readiness of the human race, and there wasn't anything else to be said, so he was quiet. He fell back to help the others, giving an arm to frat guy and his hand around Melissa's waist. 

The further they went, climbing the ever steeper incline, the darker it got, and that noise was back. It seemed to come from every direction, but Spencer didn't see anyone. Maestro slowed his pace, peeking around each corner they approached, until they rounded the last corner and came face to face with the ticket booth, surrounded by at least twenty Loh-kuk-lor.

Spencer finally saw the source of the noise. They were rubbing their legs together, and it was like someone drawing a bow over a violin, with no idea how to play.

“Oh,” Maestro said, and drew back, bumping into Spencer. “Hello.”

One of them stepped forward and made a series of clicking noises with its mandibles. 

“Professor Dureno,” Maestro said. “You've had some work done.”

There was hissing, and more clicking amongst the crowd, and that screeching that made Spencer want to claw his own ears, louder than ever. Maestro was leaning back against him still, so Spencer bent to whisper into his ear. “Are they speaking?” 

Maestro turned his head, glancing up from under his lashes. This close, Spencer could appreciate how smooth and pale his skin was, and the lighter flecks of brown in the darks of his eyes. It was a really bad time to notice such things. “You can't understand them?” Maestro said, with a disappointed moue. He shook his head and looked back at the ticket booth. “I haven't entirely figured her out yet. They're demanding that we surrender at once.”

“Or what?” Melissa said, “they'll turn us into monsters again?”

Maestro nodded, “She's got a fair point,” he said. “Surrender and become one of you, or fight back and become one of you. You haven't got a handle on the art of negotiation, hmm?”

Dureno tilted back her head, letting out a long cry.

“Alright, alright,” Maestro said, raising his hands. “But there's something you should know.” As if he'd timed it, Spencer could hear footsteps approaching from behind them. “The Silurians are waking up.”

The screeching stopped altogether, and a moment later the cave was filled with echoing clicks. “That's right,” Maestro said, standing up straight again. He tugged at his tee with a good deal of dignity. “And they're not too thrilled with what you've done to the place.”

All at once, the Loh-kuk-lor scattered, going in all directions, until only Dureno and two others remained. She drew her legs back against the edge of her wings. It was a new sound, low and threatening. 

“I know my name means nothing to you,” Maestro said, stepping closer to her. Though she was quite a bit taller in this form, there was an air of menace around Maestro that made him seem larger. Spencer fought the urge to step away from him. 

“But maybe you've heard the doctor?”

Dureno made a clicking noise that Spencer could only describe as amused and the other two echoed it.

“Very funny,” Maestro said, but _he_ didn't look amused. “That's the one. The Bringer of Darkness. The Oncoming Storm. All that nonsense? You see, we fought the same war, and he might have made a name for himself in it, he might be the one you all remember, but I'm the one no one ever heard about. I'm the one no one even knew existed, even in the moment I killed them.”

All the shadows in the place seemed to draw close to Maestro, curling around him and trailing behind like a cloak. Dureno took a step back. “Doctor was an old fool, with romantic notions, but _I_ would have won that war because I understood the necessity of sacrificing the few to save the many while he was too busy trying to win the battle and the war. So ask yourself if it's worth it to go up against the man _the doctor_ thought was too cold and unforgiving.”

There were chattering voices approaching. Spencer couldn't understand the language, but at least it sounded like a language. He could only assume that was the Silurians. Dureno and her companions heard it too. They communicated in their hisses and clicks and Maestro drew out his baton, holding it at his side in a deceptively casual way. That seemed to do the trick. They ran, as the rest of their kind had, disappearing into the shadows.

As quickly as Maestro had transformed into that sinister man, he was back to his charming, cheerful self. “Into the TARDIS, then, quick as you please.” He swept up to the door and threw it open, gesturing inside.

“You want us in there?” Katie said, eyeing Maestro and the ticket booth like she wasn't sure she was better off with them than the insects.

Spencer just ushered them all forward, ignoring their protests until they were all inside, staring around in dumbfounded silence. Spencer would have liked to reassure them, but he was still too overwhelmed by it himself. 

The door slammed shut behind them all, and Maestro ran up the controls, grabbing the screen by it's handle and pulling it around the console as he went, flipping and spinning and twisting the controls like he was playing an instrument, graceful as anything.

“Are we safe with this guy?” Frat guy murmured. Spencer should probably learn his name. He seemed like a decent enough person.

“Relatively speaking,” Spencer said, turning his head so they couldn't see his uncertain expression.

The whole booth jerked and Spencer flailed around, grabbing a hold of the railing, catching Melissa before she went over the side into the dark. Then they came to a stop and they all steadied themselves. “There we are!” Maestro said, and bowed with a flourish. It probably would have looked more impressive if he hadn't given away most of his costume.

“What is he talking about?” Frat guy asked.

It was easier just to show them, Spencer supposed. He went to the door and pushed it open...and stepped into the alleyway down the street from his apartment building. The others were silent, stumbling into the brightness of the afternoon.

“What about those things?” Katie said, high-pitched, verging on hysteria. “Won't they just come after us again.”

“I should think the Silurians have handled that by now,” Maestro said, clapping his hands, as he stepped into the alley alongside them all. 

Spencer drew him aside and leaned in to say, “What about the Silurians?”

“Oh, any minute now.” There was a buzzing noise, and Maestro drew Spencer's phone from a pocket in his tights that probably shouldn't have existed. His timing seemed impossibly perfect, when he turned the phone out for Spencer to see the screen. There was a text reading _Crisis averted, gas released. Silurians back in hibernation. Report to Tower immediately for debriefing._

“And it's that easy?” Spencer demanded.

Maestro gave him a look like _Spencer_ was the crazy one here. “Easy? You think that was easy?”

“In the past 48 hours I created an cure for a deadly alien venom, saved you and your entire species from certain doom, managed to override the Silurian security to wake them, orchestrated a successful rescue operation of four kidnap victims, and managed to get UNIT to clean up the mess after me, and you think it was _easy_?”

Spencer frowned and crossed his arms defensively. “Put that way...”

Maestro tipped his chin up defiantly. “That's what I thought.”

“But what now?” Spencer said.

“What do you mean?”

“They just go back home?” Spencer said, jerking his head in the direction of the others. “After all that's happened to them? They just go back and pretend like they didn't see what they did?”

“Humans are quite resilient. They'll be fine,” Maestro said.

Spencer made an involuntary sound of outrage and disbelief. “And me? I'm supposed to just go back to class and forgot this ever happened?”

Maestro leaned back against his ticket booth, arms crossed, and looked up at Spencer's face, like he could read him. “You don't have to.”

Something like excitement skittered up Spencer's spine. “What do you mean?”

“Spencer,” Maestro said. “You're so miserable here. Everyone else, they see this place like an adventure. Maybe they're not crazy about all their classes, or they hate their room mates, or they're confused or overwhelmed, but they still want to be here. Not you. Why is that?”

Spencer shook his head. He wouldn't admit it to Ryan, or even himself, really. Why would he tell a stranger? 

“Well.” Maestro straightened and stepped backwards, pushing the door to his booth open. “You just think about that. I have a debriefing to attend...” He slipped inside, and Spencer heard the lock turning.

That now familiar sound started up. Around the front of the booth, the _Now Playing_ sign was flickering gold on and off. “Wait,” Spencer said, but it got caught up in his throat, and a second later the whole booth was flickering like that light, grown fainter with each pulse until it, and the sound, were gone entirely.

“But...” Spencer reached out, but there was nothing there except empty space.

“What. The. Hell.” Melissa said. She sounded more pissed off than unnerved. “I am so done with this bullshit. Ugh, I need a shower.” 

“Seconded,” Kevin said, raising a weary hand.

“You guys have been missing a few days,” Spencer said. “Maybe you should go see the cops?”

“And tell them what?” Katie said shrilly. “We can't tell them the truth. They'd lock us up in a looney bin.”

“We need to come up with some sort of story,” Frat guy said. Then he shot Spencer an apologetic look. “You should probably get out of here, so they don't try to blame you somehow.”

It wasn't that Spencer didn't see the logic behind what he said, but the idea of being on his own, with no one who really knew what happened, left to fake it...frankly it fucking sucked. The four of them had already huddled together, discussing amongst themselves the story of their captors and their grand escape. And then Spencer's thoughts went back to Ryan and the others, and their well-being was more important than his discontent.

He was already sore all over, so running another block and up the three flights to his apartment building hardly seemed like a hardship. Just another ache. He burst in the door and Ryan looked up from the huddle on the futon, face lighting up with surprise and disbelief, then unmistakable joy. He shook off Jon and Z and shot to his feet, meeting Spencer halfway in a crushing hug.

“Oh, fuck, Spence,” Ryan said, fingers clawing into his back. “These...these soldiers evacuated the building and they wouldn't tell us what was happening. I thought. I thought.” He let out a long breath, and Spencer just hugged him tighter. 

“Thank god you all got out,” Spencer said.

Ryan drew back to look him in the face. “Where did you go? What the hell did you think you were doing following that weirdo?”

Spencer opened his mouth, and realised there was absolutely nothing to say that Ryan would believe. “I ended up hiding in a janitor's closet,” he heard himself saying. “Then I found a room with an open window and managed to climb out.” He sort of hated himself for lying to Ryan, but telling the truth would probably be even worse.

Jon shook his head. “You are insane,” he said, and got up, joining in on the hugging and patting Spencer roughly on the back. “I'm glad you're okay.”

“They've cancelled all the science classes for the rest of the semester,” Alex said, leaning back on the futon. “Giving everyone enrolled a pass.”

“Seriously? Awesome,” Spencer said. It was the first unequivocally good news he'd received all day. An automatic pass in the last science course he needed.

“The Den is doing one dollar shots all night in honour,” Z said.

And that was how Spencer could deal with it, following them all down to the street, shivering in the late afternoon chill. He didn't think about the girl out there wearing his hoodie, or what tower it was that Maestro was going to, or even how he was going to explain to his mom that he'd lost his brand new iPhone. 

No, there were dollar shots well into the early morning, and then it was all just a blur, and Spencer could forget the way the adrenaline had felt, surging through his veins, or the way his stomach clenched when Maestro grabbed his hand. That wasn't even a _name_ , Maestro. And all that bit about the war was unsettling. Better to forget it, right?

Spencer stumbled into his bedroom past three in the morning, knocking into his desk. His paperweight skittered towards the edge, but didn't go over. Spencer took it up in his hand, rolling it over and over, examining the scene from each side, entranced, as always, by the way it changed. He missed the man inside. Wished he could see that fierce expression again. 

There was a buzzing noise and Spencer pushed aside the papers and closed a book, and there was his phone. _Thanks for letting me borrow it_ , the incoming text said. The phone said it came from (000)000-0000. Spencer resisted the urge to throw it against the wall, especially when tried to send a text in response and it came back undeliverable.

“Fuck him,” he muttered, falling onto his bed still clothed, and pushed his face into the pillow.

*

The whole world seemed brighter in the morning. Campus was in chaos, and all classes had been cancelled for the day. Everyone was talking about the soldiers and the kidnap victims who had escaped their captors, and no one realised the two were connected.

Ryan wouldn't let Spencer out of his sight. “First you blow off study group to chase him around campus, and then you run off after him when he was being chased by our murderous Bio prof. I don't trust you not to get into more trouble.”

Spencer rolled his eyes, but suffered the attention gladly. These days he so rarely got Ryan to himself. They spent the morning on the futon, eating cold pizza while marathoning Iron Chef reruns.

Jon called in the afternoon to tell them about a party at Gabe and William's place. Apparently it was an impromptu costume party, which Ryan thought was the best idea ever, managing to scrape together some Victorian vampire ensemble. Spencer wasn't in the mood for dressing up, and no amount of Ryan giving him hell was going to change that.

Gabe and William had a nice, roomy apartment on the bottom floor of a huge house, but even so, there were so many people the place was packed, spilling out into the back and front lawns. Though alcohol had seemed like a good idea last night, now the idea of getting wasted just depressed him. And even here, surrounded by their friends, Ryan wouldn't let Spencer leave his side.

“I'm _fine_ ,” Spencer said. He couldn't stand the concerned looks Ryan kept shooting his way. Gabe was holding court in his bedroom, all of them pressed shoulder to shoulder on every available surface as he told story after story to his rapt audience. 

“That freak is back,” Ryan said, darting a glance at the doorway.

Spencer almost sprained something turning to look. Sure enough, leaning against the frame of Gabe's bedroom door was Maestro. He was in a brown leather jacket, spattered in gold sequins and paint, the entire right arm covered in gears and a brass gauntlet. A pocket watch served as a cravat at the neck of his black button down. He'd donned another top hat, this one with steampunk goggles around the curved brim.

Ryan's fingers closed tight around Spencer's sleeve, but Spencer shook him off and went to Maestro's side. “Please tell me this is just for the costume party,” he said.

Maestro pulled an annoyed face. “ _I'm trying it out_ ,” he said, then sighed. “I liked that last one before I gave it away to those exhibitionists. Nothing seems to work. This body is so small.”

Spencer couldn't help the way his eyes drew up and down Maestro's figure. “I think it's alright.” Maestro laughed, a light, airy sound that seemed to surprise him. “And if anyone could pull off that look, I guess it's you.”

“Please, Spencer,” Maestro said, his tone droll. “You'll make me blush.”

“I wasn't sure I'd see you again,” Spencer said. His heart felt like it had leapt into his throat at the sight of Maestro, and now it was beating like they'd been running all over campus again.

“But you still have so many questions,” Maestro said. “And there aren't any hungry insects chasing after us now.”

Spencer licked his lips, mind racing at the possibilities. “That...that box. The TARDIS thing. You said it can go anywhere in time and space.”

“Yup,” Maestro agreed.

There was such an intense longing in Spencer's chest, to be anywhere but here, to be doing anything else. He and Ryan had promised each other they'd see the whole world, and now here they were: two more years here, and the rest of their lives behind desks, and that was never the life Spencer had planned.

Maestro was looking up at him, eyes sparkling in the shadow of his hat, mysterious and welcoming all at the same time. He held out a hand to Spencer, curved in beckoning. “Wanna take her for a spin?”

“Yes,” Spencer said fervently, lacing his fingers through Maestro's.

They burst out into the night, both of them grinning like idiots. The spring air was crisp and burnt Spencer's lungs. Maestro's ticket booth was sitting on the lawn under an oak tree like it belonged there, the gold work reflecting moonlight.

Inside the lights were dimmer than before, relaxing. “What do you want to see?” Maestro asked, going to the panels in the centre.

A thousand thoughts flickered through Spencer's mind, too rapidly for him to settle on just one. “Everything,” he sputtered at last.

Maestro smiled broadly, taking off his hat and tossing it artfully across the platform where it landed, perfectly, on one of the many knobs. “That, Spencer Smith,” he said, flipping a switch, “I can totally do.”

_fin. for now._


End file.
